NZF Group faces liquidation after the resignation of its auditor scuttled a proposal for a substantial restructure, and left the board with no option but to liquidate the company.
The Auckland-based financial services firm planned to seek an early redemption of $18 million owed to capital noteholders in cash andshares as part of a restructure that would have seen it buy a significant enterprise generating annual sales of more than $100 million, it said in a statement.
RSM Prince resigned as NZF's auditor, leaving NZF to find a replacement on the cusp of a major restructure and with a few weeks before the end of the financial year.
NZF was rebuffed by all but one audit firm, owing to its failed finance company and its inability to repay the capital notes in full, resulting in talks with the target business ending, it said.
Earlier this week, NZF restated its first-half accounts for a second time after consultation with the Financial Markets Authority, citing errors in comparative amounts and the disclosure shown in the accounts.
Because the restructure won't go ahead, the NZF board said the only foreseeable alternative is to work with the capital notes' trustee to distribute the majority of its cash to the noteholders and recommend liquidation to shareholders, it said. It held cash and equivalents of $2.59 million as at Sept. 30, about 14 per cent of what is owed to noteholders.
"The board is very disappointed that its efforts to implement the proposed organisational structure of the company restructure of the capital notes have had to cease. It believes that the proposed restructuring would have contributed a significant quantum of value to the stakeholders of the company," NZF directors said.
The board will convene a special meeting about the proposed winding down.
"As the company has negative equity, the market is cautioned that the company's shares currently have no value and if the liquidation is approved, no prospect of having value," it said. The shares last traded at 1 cent apiece.
In November the regulatory arm of stock exchange operator NZX fined NZF Group $35,000 and censured the company after a delay in filing its 2013 annual report, which saw trading in the shares suspended. At the time NZF Group said it was unable to fully value its divestment in its 50 per cent stake in MPMH, a holding company for Mike Pero Mortgages, as it no longer had access to the financial statements.
